SEC Form 5 · accession 0001217465-15-000001

FOREST CITY ENTERPRISES INC · FCEA/FCEB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ronald A Ratner

Officer — Executive Vice President · Director · 10% Owner

Period of report

Dec 31, 2014

Accepted (ET)

Feb 17, 2015 · 3:48 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000038067

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Jul 1, 2014	G	25,000	$0.00	A	70,853	I	See footnote
Class A Common Stock^F1	May 19, 2014	G	30,000	$0.00	D	40,853	I	See footnote
Class A Common Stock^F1	May 20, 2014	G	20,000	$0.00	D	20,853	I	See footnote
Class A Common Stock^F2	Jul 1, 2014	G	25,000	$0.00	D	206,646	I	See footnote
Class A Common Stock^F3	holding	—	—		—	187,500	I	See footnote
Class A Common Stock^F4	holding	—	—		—	4,696	I	See footnote
Class A Common Stock^F5	holding	—	—		—	78,408	I	See footnote
Class A Common Stock^F6	holding	—	—		—	2,540	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common - Convertible^F1,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	784	784	I
Class B Common - Convertible^F1,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	728,401	728,401	I
Class B Common - Convertible^F1,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	150,000	150,000	I
Class B Common - Convertible^F7,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	900	900	I
Class B Common - Convertible^F8,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	195,510	195,510	I
Class B Common - Convertible^F9,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	370,350	370,350	I
Class B Common - Convertible^F10,F24	$0.00	holding	—	—	—	Aug 8, 1988	Aug 8, 1988	Common Stock	468,444	468,444	I
2005 Stock Option Grant (right to buy)^F11	$31.75	holding	—	—	—	Apr 6, 2007	Apr 6, 2015	Class A Common	25,200	25,200	D
2006 Stock Option Grant (right to buy)^F12	$46.37	holding	—	—	—	Apr 4, 2008	Apr 6, 2015	Class A Common	25,200	25,200	D
2007 Stock Option Grant (right to buy)^F13	$65.35	holding	—	—	—	Mar 29, 2009	Mar 29, 2017	Class A Common	25,200	25,200	D
2008 Stock Option Grant (right to buy)^F14	$36.38	holding	—	—	—	Jun 18, 2010	Jun 18, 2018	Class A Common	17,721	17,721	D
2009 Stock Option Grant (right to buy)^F15	$7.80	holding	—	—	—	Apr 21, 2011	Apr 21, 2019	Class A Common	21,797	21,797	D
2010 Stock Option Grant (right to buy)^F16	$15.89	holding	—	—	—	Apr 14, 2012	Apr 14, 2020	Class A Common	36,635	36,635	D
2011 Stock Option Grant (right to buy)^F17	$17.72	holding	—	—	—	Apr 13, 2013	Apr 13, 2021	Class A Common	24,103	24,103	D
2012 Stock Option Grant (right to buy)^F18	$14.74	holding	—	—	—	Apr 11, 2014	Apr 11, 2022	Class A Common	32,477	32,477	D
2013 Stock Option Grant (right to buy)^F19	$17.60	holding	—	—	—	Apr 8, 2015	Apr 8, 2023	Class A Common	30,384	30,384	D
2014 Stock Option Grant (right to buy)^F20	$17.60	holding	—	—	—	Mar 28, 2016	Mar 28, 2024	Class A Common	28,745	28,745	D
2012 Performance Shares^F21	$0.00	holding	—	—	—	Dec 31, 2015	Aug 8, 1988	Class A Common	20,352	20,352	D
2013 Performance Shares^F22	$0.00	holding	—	—	—	Dec 31, 2016	Aug 8, 1988	Class A Common	17,940	17,940	D
2014 Performance Shares^F23	$0.00	holding	—	—	—	Dec 31, 2017	Aug 8, 1988	Class A Common	17,796	17,796	D

Explanation of responses

F1The Ronald Ratner 1986 Trust Agreement, as modified (Ronald is Trustee) - trust holds 20,853 Class A Common shares; Class B Common shares - 784 shares are held as a direct limited partner of RMS, Ltd; 728,401 shares are held as a limited partnersip interest in FCE Management, LP (a limited partner of RMS, Ltd.) and remaining 150,000 shares are held directly by the trust.
F10Max Ratner Family 1999 Revocable Trust - 278,540 shares for the benefit of Sarah Ratner (daughter) and 189,904 shares for the benefit of Matthew (son). Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.
F112005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exercisable 4/06/2009.
F122006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exercisable on 4/04/2010.
F132007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
F142008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
F152009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
F162010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
F172011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
F182012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
F192013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
F2Deborah Ratner Trust - individually trust of spouse, shares held in account at UBS Financial Services.
F202014 Stock Option Grant - 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
F21Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $14.74 per share. There is no fixed expiration date.
F22Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $17.60 per share. There is no fixed expiration date.
F23Performance Shares Award - granted 3/28/2014 - performance period is from January 1, 2014 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $18.73 per share. There is no fixed expiration date.
F24Class B Common Stock is convertible to Class A Common Stock on a share -for -share basis; stock are convertible at any time - there is no fixed exercise date or expiration date.
F3Deborah Ratner 2012 Irrev Trust - Ronald Ratner is trustee.
F4Deborah B. Ratner, Trustee of the Irene Meldon 1998 Irrevocable dated 12/04/1998 - 2,348 shares for benefit of Matthew (son), and 2,348 shares for benefit of Sarah (daughter) - Ronald Ratner disclaims any beneficial interest.
F5Max Ratner Grandchildren's Trust dated 12/21/1988 - 18,939 shares for the benefit of Sarah (daughter) and 59,469 shares for the benefit of Matthew (son).
F62011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
F7RMS, Ltd. general partnership interest.
F8Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Matthew (son) of the total number of shares in the trust, 31,058 are held by RMS, Ltd. as a limited partnership interest. The remaining 164,452 are directly held by the trust. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.
F9Max Ratner Grandchildren's Trust dated 12/21/1988 - shares are for the benefit of Sarah (daughter) of the total number of shares in the trust, 55,898 are held by RMS, Ltd. as a limited partnership interest. The remaining 314,452 are directly held by the trust. Ron Ratner serves as a trust advisor. Ronald Ratner disclaims any beneficial interest.